ARK MINES LIMITED — Capital/Financing Update 2021

Dec 21, 2021

This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

• See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give ASX the following information about a proposed issue of+securities and, if ASX agrees to+quote any of the +securities (including any rights) on a+deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).	Ark Mines Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 123668717
1.3	*ASX issuer code	AHK
1.4	*This announcement is Tick whichever is applicable.	☐A new announcement ☒An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update.	Amended share number to reflect actual number of shares issued on close of offer.

• See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

1.4b	*Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”.	25 August 2021
1.4c	*Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.
1.4d	*Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.
1.5	*Date of this announcement	22 December 2021
1.6	*The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure.	☐A +bonus issue_(complete Parts 2 and 8) ☐A standard +pro rata issue (non-renounceable or renounceable)(complete Q1.6a and Parts 3 and 8) ☐An accelerated offer(complete Q1.6b and Parts 3 and 8) ☐An offer of +securities under a +securities purchase plan(complete Parts 4 and 8) ☒A non-+pro rata offer of +securities under a +disclosure document or +PDS(complete Parts 5 and 8) ☐A non-+pro rata offer to wholesale investors under an information memorandum(complete Parts 6 and 8) ☐A placement or other type of issue(complete Parts 7 and_ 8)
1.6a	*The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Non-renounceable ☐Renounceable
1.6b	*The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement offer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

• See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 5 – Details of proposed non-pro rata offer under a +disclosure document or +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A – 5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS – conditions

	conditions	conditions	conditions
Question No.	Question			Answer
5A.1	*Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.			Yes
5A.1a	Conditions Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?	**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval		24 September 2021	Actual	Yes
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS – offer details

	offer details
Question No.	Question	Answer
5B.1	*Class of +securities to be offered under the +disclosure document or +PDS (please enter both the ASX security code & description)	AHK: ORDINARY FULLY PAID
5B.2	*The number of +securities to be offered under the +disclosure document or +PDS If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change.	23,513,500
5B.3	*Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)?	Yes
5B.3a	*Describe the minimum subscription condition Answer this question if your response to Q5B.3 is “Yes”.	22,500,000
5B.4	*Will the entity be entitled to accept over- subscriptions?	No
5B.4a	*Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q5B.4 is “Yes”.	NA
5B.5	*Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?	Yes
5B.5a	*Describe the minimum acceptance condition Answer this question if your response to Q5B.5 is “Yes”.	$2,000
5B.6	*Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?	No
5B.6a	*Describe the maximum acceptance condition Answer this question if your response to Q5B.6 is “Yes”.	NA
5B.7	*Will a scale back be applied if the offer is over-subscribed?	Yes.

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Appendix 3B Proposed issue of +securities

5B.7a	*Describe the scale back arrangements Answer this question if your response to Q5B.7 is “Yes”.	At the discretion of the Lead Manager and the Company
5B.8	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	AUD
5B.9	*Has the offer price been determined?	Yes
5B.9a	*What is the offer price per +security? Answer this question if your response to Q5B.9 is “Yes” using the currency specified in your answer to Q5B.8.	AUD 0.20000
5B.9b	*How and when will the offer price be determined? Answer this question if your response to Q5B.9 is “No”.
5B.9c	*Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q5B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation.	Yes or No
5B.9d	*Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q5B.9 is “No” and your response to Q5B.9c is “Yes”.

Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS – timetable

	timetable
Question No.	Question	Answer
5C.1	*Lodgement date of +disclosure document or +PDS with ASIC Note: If the securities are to be quoted on ASX, you must lodge an Appendix 2A Application for Quotation of Securities with ASX within 7 days of this date.	17 September 2021
5C.2	*Date when +disclosure document or +PDS and acceptance forms will be made available to investors	24 September 2021
5C.3	*Offer open date	24 September 2021
5C.4	*Closing date for receipt of acceptances	8 October 2021
5C.5	[deleted]
5C.6	*Proposed +issue date	25 October 2021

• See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS – listing rule requirements

	listing rule requirements
Question No.	Question	Answer
5D.1	*Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’.	Yes
5D.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “Yes”.	24 September 2021
5D.1b	*Are any of the +securities proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”.	No
5D.1b(i)	*How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.
5D.1c	*Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”.	No
5D.1c(i)	*How many +securities are proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.
5D.2	*Is a party referred to in listing rule 10.11 participating in the proposed issue?	Yes

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Appendix 3B Proposed issue of +securities

Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees and expenses

	and expenses
Question No.	Question	Answer
5E.1	*Will there be a lead manager or broker to the proposed offer?	Yes
5E.1a	*Who is the lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”.	Sanlam Private Wealth
5E.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”.	2% management fee; plus 4% capital raising fee.
5E.2	*Is the proposed offer to be underwritten?	No
5E.2a	*Who are the underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”.
5E.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Answer this question if your response to Q5E.2 is “Yes”.
5E.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the offer.
5E.2d	*Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q5E.2 is “Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform.
5E.2e	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q5E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11.	Yes or No
5E.2e(i)	*What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions.

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Appendix 3B Proposed issue of +securities

5E.2e(ii)	*What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”.
5E.2e(iii)	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.
5E.3	*Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?	Yes
5E.3a	* Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q5E.3 is “Yes”.	Percentage based (%)
5E.3b	*Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “dollar based”.	$
5E.3c	*Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “percentage based”.	4.000%
5E.3d	Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q5E.3 is “Yes”.
5E.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer	Legal, advisory and regulatory costs.

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Appendix 3B Proposed issue of +securities

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS – further information

	further information
Question No.	Question	Answer
5F.1	*The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list.	☒For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details: Exploration and evaluation of exploration tenements and the costs of this offer.
5F.2	*Will the entity be changing its dividend/distribution policy if the proposed issue is successful?	No
5F.2a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q5F.2 is “Yes”.
5F.3	*Please explain the entity’s allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority	At the discretion of the Lead Manager and the Company.
5F.4	*URL on the entity’s website where investors can download the +disclosure document or +PDS	https://www.asx.com.au/asxpdf/20210927/p df/450y1zbccbkwmb.pdf
5F.5	Any other information the entity wishes to provide about the proposed offer

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